NONQUALIFIED STOCK OPTION AWARD


PURSUANT TO THE SERVISFIRST BANCSHARES,
INC.


AMENDED AND RESTATED 2009 STOCK INCENTIVE
PLAN


 


THIS AWARD (the “Award”)
is made as of the Grant Date by ServisFirst Bancshares, Inc., a Delaware corporation, (the “Company”) to the Optionee
designated below pursuant to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (the “Plan”).


 


Upon and subject to
the restrictions, terms and conditions set forth in the Plan, the Company hereby awards as of the Grant Date to Optionee a Nonqualified
Stock Option (the “Option”), as described below, to purchase the Option shares. The Option is governed by the terms
of this Award and the Plan.


 


A.          Optionee: _________________________.


 


B.          Grant
Date: ________________________.


 


C.          Type of Option: Nonqualified
Stock Option.


 


D.          Option Shares: All or any
part of _______ shares of the Company's $.001 par value common stock (the “Common Stock”), subject to adjustment as
provided in the Plan.


 


E.           Exercise Price: $ _______
per share, subject to adjustment as provided in the Plan. The Exercise Price is, in the judgment of the Committee, not less than
100% of the Fair Market Value of a share of Common Stock on the Grant Date.


 


F.           Vesting Schedule: The Option
shares shall become vested in accordance with Schedule 1 hereto.


 


G.           Acceleration of Vesting:
Unvested Options may become vested before the time at which such Options would normally become vested by the passage of time –
that is, the vesting may accelerate. The instances in which Option shares accelerate are detailed in Schedule 1 hereto.


 


H.          Option Period: The Option
may be exercised only during the Option Period that commences on the Grant Date and ends, subject to earlier termination as provided
in the Plan, on the tenth (10th) anniversary of the Grant Date. Note that other limitations to exercising the Option,
as described in the Plan, may apply.


 


I.            Exercise: Subject to the
provisions of the Plan, the Option may be exercised with respect to all or a portion of the vested Option shares at any time during
the Option Period by delivery to the Company, at its principal place of business, of:


 


		a.	a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall
be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which
the Optionee desires to exercise all or any portion of the Option;



 




    	 



    	 



    

 


		b.	payment to the Company of the Exercise Price multiplied by the number of Option shares being purchased
(the “Purchase Price”); and



 


		c.	if not delivered previously, a written Notice of Withholding Election in substantially the form
attached hereto as Exhibit 2.



 


J.            Capitalized Terms. Capitalized
terms not otherwise defined in this Award will have the meaning set forth in the Plan.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Company has executed and sealed this Award as of the Grant Date set forth above.


 


	ServisFirst Bancshares, Inc.	 	Optionee
	 	 	 
	By:	 	 	Signature:  	 
	 	 	 	 	 
	Its:	 	 	Name:	 



 



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EXHIBIT 1


NOTICE OF EXERCISE OF


STOCK OPTION TO PURCHASE


COMMON STOCK OF


SERVISFIRST BANCSHARES, INC.


 


	 	Name:	 
	 	Address:  	 
	 	 	 
	 	Date:	 


 


ServisFirst Bancshares, Inc.


__________________________


__________________________


Attn: Chief Executive Officer


 


Re: Exercise of Nonqualified Stock Option


 


Gentlemen:


 


Subject to acceptance hereof by ServisFirst
Bancshares, Inc., a Delaware corporation, (the “Company”) and pursuant to the provisions of the ServisFirst Bancshares,
Inc. Amended and Restated 2009 Stock Incentive Plan (the “Plan”), I hereby give notice of my election to exercise options
granted to me to purchase ___________ shares of Common Stock of the Company under the Nonqualified Stock Option Award (the “Award”)
dated as of _________________. The purchase shall take place as of _________________ (the “Exercise Date”).


 


On or before the Exercise Date, I will
pay the applicable Purchase Price as follows:


 


 ̈
by delivery of cash or a certified check in the amount of $___________ for the full Purchase Price payable to the order of ServisFirst
Bancshares, Inc. 


 


 ̈
by delivery of shares of the Common Stock of the Company owned by me and acceptable to the Committee having an aggregate Fair Market
Value (valued at the date of exercise) that is equal to the Purchase Price.


 


The required federal, state and local income
tax withholding obligations, if any, on the exercise of the Award shall also be paid on or before the Exercise Date in cash or
with previously owned shares of Common Stock, as provided in the Award, or in the manner provided in the Withholding Election previously
tendered or to be tendered to the Company no later than the Exercise Date.


 


As soon as the stock certificate is registered
in my name, please deliver it to me at the above address.


 




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	 	 	Very truly yours,
	 	 	 
	 	 	 
	 	 	Signature


 


	 	 	Number of Shares Exercised:      	 
	 	 	 	 	 
	 	 	Number of Shares Remaining:	 
	 	 	 	 	 
	 	 	Date:	 	 


 


AGREED TO AND ACCEPTED:


 


ServisFirst
Bancshares, Inc.


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Its:	 	 


 




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EXHIBIT 2


NOTICE OF WITHHOLDING ELECTION


SERVISFIRST BANCSHARES, INC.


 


	 	Name:	 
	 	Address:	 
	 	 	 
	 	Date:	 


ServisFirst Bancshares, Inc.


__________________________


__________________________


Attn: Chief Executive Officer


 


RE: Withholding Election


 


This election relates to the Option identified
in Paragraph 3 below. I hereby certify that:


 


		1.	My correct name and social security number and my current address are set forth at the end of this
document.



 


		2.	I am (check one, whichever is applicable).



 


 ̈
the original recipient of the Option.


 


 ̈
the legal representative of the estate of the original recipient of the Option.


 


		3.	The Option to which this election relates was issued under the ServisFirst Bancshares, Inc. Amended
and Restated 2009 Stock Incentive Plan (the “Plan”) in the name of _____________________ for the purchase of a total
of _________ shares of Common Stock of the Company. This election relates to shares of Common Stock issuable upon exercise of the
Option, provided that the numbers set forth above shall be deemed changed as appropriate to reflect the applicable Plan provisions.



 


		4.	In connection with any exercise of the Option with respect to the Common Stock, I hereby elect:



 


 ̈
to remit to the Company an amount, payable in cash or by check, sufficient to satisfy federal, state, and local, if any, taxes
arising from the exercise.


 


 ̈
to have certain of the shares issuable pursuant to the exercise withheld by the Company for the purpose of having the value of
the shares applied to pay federal, state, and local, if any, taxes arising from the exercise.


 


 ̈ to
tender shares held by me for a period of at least six (6) months prior to the exercise of the Option for the purpose of having
the value of the shares applied to pay such taxes.


 


		5.	The shares to be withheld or tendered, as applicable, shall have, as of the Tax Date, a Fair Market
Value equal to the statutory tax withholding requirement under federal, state, and local law in connection with the exercise.



 




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		6.	This Withholding Election is made no later than the Tax Date and is otherwise timely made pursuant
to the Plan.



 


		7.	I understand that this Withholding Election may not be revised, amended or revoked by me.



 


		8.	I further understand that, if applicable, the Company shall withhold from the shares a whole number
of shares having a value sufficient to pay federal, state and local, if any, taxes arising from the exercise.



 


		9.	The Plan has been made available to me by the Company. I have read and understand the Plan and
I have no reason to believe that any of the conditions to the making of this Withholding Election have not been met.



 


		10.	Capitalized terms used in this Notice of Withholding Election without definition shall have the
meanings given to them in the Plan.



 


	 	 
	Signature	 
	 	 
	 	 
	Name (Printed)	 
	 	 
	 	 
	Social Security Number	 


 


	Address:  	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Date:	 	 


 




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SCHEDULE 1


VESTING SCHEDULE


NONQUALIFIED STOCK OPTION AWARD


ISSUED PURSUANT TO THE


SERVISFIRST BANCSHARES, INC.


AMENDED AND RESTATED 2009 STOCK INCENTIVE
PLAN


 


		A.	The Option shares shall become vested Option shares following completion of the years of service
as an employee of the Company or any Subsidiary as indicated in the schedule below.



 


	Number of Option Shares

which are Vested Shares	 	Years of Service

after the Grant Date
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


		B.	Notwithstanding Part A, accelerated vesting may apply in the following circumstances:



 


	Event	 	Condition for Acceleration	 	Effective Date of Acceleration
	Death	 	If you die.	 	Death
	 	 	 	 	 
	Disability	 	If your employment is terminated due to your Disability as defined in the Plan.	 	Your termination date
	 	 	 	 	 
	Change in Control	 	A Change in Control, as defined by the Plan, occurs.	 	The date of the Change in Control


 


		C.	For purposes of the Vesting Schedule, Optionee shall be granted a year of service for each twelve-consecutive-month
period following the Grant Date and during which Optionee continues, at all times, as an employee of the Company or any Subsidiary.





 






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